Tangled Webs
by Super Metal Sonic
Summary: AU Animated. Elita-1 was saved from her fate on Archa Seven, but it came with a terrible costs, now a thousand stellar cycles later on Earth, Elita sees the true extent of that cost, when a bot that was once a friend, returns for revenge.
1. Prologe

**_A little bit about the story before we start. The idea of this story came to being when me and a friend were b_****_asically have a what if discussing, were we talked about what things like ceratien such as what the movie TF movie would have been like if Prime didn't die, when we came up with this idea of what might have happened if in Transformers Animamted, Elita-1 never became Blackarachina. After that, the idea grew into this story._**

**_Now, on with the show._**

Darkness.

It was all she could see, there was darkness around her.

There was darkness below her. It was all she could see in her future.

She was surround by the darkness.

"Elita!" the voice cut through the darkness like a beam of light. Looking up, Elita-1 looked up to see Optimus, reaching for her, "grab my hand!"

Elita-1 reached for Optimus' hand, but couldn't reach it. She watched as the distance between them and Optimus was swallowed up by the darkness.

"ELITA!"

"Elita? Elita. Come on Elita, snap out of it."

Elita-1 woke from her thoughts and looked up to see Sentinel standing over her, "Sentinel?"

"Look Elita, you have to focus." The blue mech hissed in urgency, "Ultra Magnus is on his way to question us, if we want to make it out of this hearing with our careers intact, you can't have your processor up in the clouds."

Elita's thoughts returned to the present. They were back on Cybertron, awaiting Ultra Magnus' final decision on the hearing of the cadets' unauthorized trip to the organic planet, Archa Seven and their fate for such a action. However, not all of them had made it out.

"Listen Elita. After all this, Ultra Magnus is going to throw the book at us." Sentinel continued to speak, "if we're going to get through this, we have to stick together."

"What are you talking about, Sentinel?"

"What I am saying is that if we both tell Magnus that neither of us came up with the idea of going to the planet, we can get out with out any blame."

Elita-1 looked up at Sentinel in shock, "You want us to pin all the blame on Optimus." She said, her shock soon replaced with anger, "Optimus did everything he could do to help us back on that planet and it cost him his spark. He saved my life and you want to blame him for everything?"

"Look, I know this isn't right, but Optimus is offline, isn't it better that those of us still online get out of this with our records clean?"

Before Elita could say anything else, the door to the council chamber opened and Mainframe entered,

"Sentinel, Elita-1." Mainframe said as he approached them, "They're ready to begin."

Elita and Sentinel silently entered and stood before the Elite Guard commander. Ultra Magnus watched them from where he stood, the reports Sentinel and Elita had given about the event beside him.

"Cadet Elita-1, Cadet Sentinel, you stand accused of trespassing on an organic planet in violation in cybertroniaon law, resulting in the lost of cadet Optimus. Before I declare judgment, do you have a final statement?"

"Well sir, with all respect to Optimus, but both me and Elita told Optimus that we should have stayed away, but..."

Elita-1 glared angrily at Sentinel, iHe's actually going to do it,/i she thought, iHe's actually going to pin the blame on Optimus just to save his own plating./i

"How dare you!" She shouted at her fellow cadet, not caring how Ultra Magnus will react to this. "Optimus did everything to get us out of there and it cost him his spark! And you're trying to use him to protect your cheerer!"

Ultra Magnus banged the base of his hammer on the ground, stopping the argument before it could continue.

"That's enough." Ultra Magnus spoke again, "I've read both reports and heard your statement about Optimus' involvement, but I suspect there is more then meets the optical sensor in this." Looking over to Elita-1 and asked, "Who's idea was it to go to the planet?"

Elita-1 glanced over to Sentinel for a second before speaking, "Both Sentinel and I made the decision to go to the planet. Optimus wanted us to leave, he only stayed to keep us safe."

Ultra Magnus gave a small sigh and spoke up again, "Very well, Elita-1, Sentinel. You are suspended from all academy training pending a formal investigation, from there, it will be decided whither or not the both of you will be expelled from the academy and lose any change of joining the Elite Guard."

And just like that, it was over. Elita watched as Sentinel hurried out of the room, no doubt intending to call in a few favours to help him save what he could of his chances to get into the Guard. She wanted to say something to him, anything at all, but she couldn't and she knew he wouldn't have listened anyway. Leaving the chamber as well, Elita-1 headed for her quarters, thinking about the friend she had lost.

Meanwhile, deep within the cavern of Archa Seven. The spiders gathered within their lair, repairing, scavenging, hunting for new pray, all but one. This lone arachnid slowly, but determinedly, made it's way to the surface. Once there, the spider lifted its head up towards the sky. The stars that glittered down on it almost in a way that would make anyone watching them feel sad.

The Spider opened its fanged mouth and bellowed a scream caught between rage and pure agony. It transformed.


	2. Along came a spider

Okay, first off, I would like to apologise to all of you who waited for this next chapter for taking so long in posting it up while the beta reader tried to find the free time in his or her busy and very hard schedule. Also I would like to thank said beta readers for taking for finding time out of their busy work to help me with this.

Also, in answer to questions I got from reviewers about how Tarantulas became technorganic when he doesn't have the same download powers that had caused the transformation for Elita, Fortunately there were other Tecnhnorganic in the series and attempts to create one in other media, which helped me come up with an idea on how.

**Along came a spider**

"Too round. Too orange. Too… normal." Sari said as she judged each of the pumpkins in front of her. She soon pointed at one pumpkin in the group, saying, "Yeah, that's the one."

"here, let me give you a hand with that." Bulkhead spoke up, picking up the pumpkin Sari had pointed, only to end up squashing it between his claws, "Oops, my bad."

Elita-1 watched the children in their costumes while Bulkhead and Bumblebee helped Sari pick a pumpkin.

"So, the point of this "Halloween" is to put on a disguise to scare strangers and extort sugar infused nuggets?" She said, looking over towards Sari.

"You say that like it's a bad thing." Sari said, "the most important thing about Halloween is picking just the right costume. It has to make a statement. And it must get people's attention."

Elita listened to Sari when her optic caught one of the Halloween decorations. Approaching the prop spider hanging on a fake web, it made her remember the time She, Optimus and Sentinal went to the Archa Seven and the events that had happened.

"Boo!" a ghostly thing suddenly rose up in front of her vision.

Elita gave gasp of fright and took a step back before realising it was just Bulkhead wearing a white sheet over his head.

"What's got you so jumpy, Boss Lady?" Bumblebee asked Elita as he walked over with Sari riding on his shoulder.

"Just a ghost from my past." Eltia replied and walked off, heading back to the base. Bulkhead, Bumblebee and Sari watched in puzzlement as Elita left, then resumed with their plans for trick or treating.

OOOOOOO

Later that day, back at the Autobots' HQ. Bumblebee was showing Sari his Halloween costume.

"Welcome, I am Count Dracubot. I want to drink your motor oil." the yellow mech said with a fake Transylvanian accent as he wore a vampire cape and fake fangs. Bulkhead then come up to the two, wearing a large orange and purple striped sheet with two eye holes cut out.

"Hey, guy!" the large Autobot said as he approached, "I finally found something big enough for my ghost costume."

"Bulkhead, where'd you get that sheet?" Sari asked as she coughed from the cloud like fumes coming from the feet of Bulkhead's costume.

"It was draped over some house." he answered, giving a shrug, "Weird place for a be sheet, huh?"

"That's not a bed sheet. That's a fumigation tent."

"Really? What's a "fumigation tent?""

"So where's your costume, Sari?" Bumblebee asked, turning his attention back to the little girl,

"Ahahah," Sari said, waving a finger, "It's a surprise." Sari then looked over at Elita-1, who wasn't really paying attention to what the three were doing, "In fact, I've got a lot of surprises planned." She then hurried over to one of the assembly line controls and used her key to turn one of the assembly line arms on, causing it to suddenly turn, bringing a fake spider up in front of Elita. Her mind still drifting back to the events on Archa Seven , Elita reacted on reflex at the spider that suddenly showed up in front of her and sliced the Halloween decoration to pieces with her laser cutter tool.

Sari, Bulkhead and Bumblebee looked slightly shock at Elita's reaction, Sari then spoke up, saying, "Take it easy, Elita. It was just a little Halloween fun." Elita quickly calmed down and looked over to Sari, "Somehow I think when the AllSpark powered your key, it had something more in mind then Halloween fun." Elita said as she walked over to Sari, "You really shouldn't use it unless absolutely necessary."

"Hello! How necessary was it to use your laser cutter on a fake spider?" Sari retorted and, picking up her key, left to get changed into her costume.

Elita-1 looked back at the shredded remains of the fake spider and her mind drifted back to Archa Seven before Sari voice brought Elita's thoughts back to now.

"Eltia. Check out my costume.", Sari entered back into the room, wearing a costume based on Elita's appearance.

"Oh, look at me. I'm Elita-1. I'm scared of spiders." Sari said, imitating Eltia. U

Bulkhead and Bumblebee chuckled at this while Elita crossed her arms in irritation, "I don't sound like that." she said, before asking, "Is it?". Sari just smiled back.

"Last chance to join us, Boss Lady." Bumblebee told Eltia. The femme smiled, but shook her head as she replied, "Thanks, but I'll pass. Just be careful out there. Okay?"

"Don't worry. I'll keep these two out of trouble." Sari replied, then added, "Transform and roll out." Elita gave Sari a look that clearly told her she was pushing her luck.

"Couldn't resist." Sari said with a giggle before she, and her two fellow trick and treaters left.

OOOOOOOOOO

As Sari, Bulkhead and Bumblebee walked through the street, ready to start their trick or treating.

"I dunno, it looks kinda…spooky." Bumblebee said as he walked down the street,

"I know. Isn't it great?" Sari said, walking ahead of her two friends. "just rember, it's all pretend."

As the three continued down the street, a large shape followed them from the roof. Sari rang the doorbell of the first house they were stopping out, then looked her over her shoulder at Bulkhead and Bumblebee, "Now remember as soon as the door opens, you say "Trick or treat?"". As Bumblebee waited for the door to open, he looked up and saw a giant spider, sitting on roof of the house and looking back at him.

Giving a yell of panic, Bumblebee climbed up Bulkhead's shoulder, "Bulkhead! Bulkhead!".

"What?"

"Big, purple, fangs. Legs, lots and lots of legs."

However, in his attempt to get Bulkhead's attention, Bumblebee ended up pulling the sheet down over the larger mech's face. By the time Bulkhead managed to get his optics lined up with his costume's eyeholes, the spider had vanished,

"I don't see anything." the green mech said.

OOOOOOOOOOO

{I'm telling you, I saw something. We're being followed.}

{What a scardey bot. You're worse than Elita.}

{Am not.}

{Boo!}

{Aaagghhh!}

Elita-1 listened to Bumblebee and Sari's conversation through the Autobot's comm linkss. Wanting to make sure the three were safe, Elita decided to check on them though open com cannels.

As she listened, Elita's mind drifted back to Archa Seven and the events that had happened afterward. As she had expected, once Ultra Magnus had finished his investigation, he followed through with the punishment he had planned and Elita was expelled from the academy.

Sentinel, on the other hand, had managed to call in a number of favours with some bots who in turn pulled some strings to make it that there wasn't enough evidence to expel Sentinel from the academy. Elita had seethed with anger when she had first heard about it, but fortunately, Ultra Magnus had made sure that the blue mech didn't get away Scot-free.

The Elite Guard commander had marked the large chinned mech ineligible for the rank of Prime. Last Elita had heard of him. Sentinel Minor, as he was now called, had managed to salvage enough of a career to serve in the Elita Guard, under the command of Ultra Magnus' second in command, Jazz.

At the same time, Elita-1 had been given command of a space bridge repair crew and a ship which eventually lead to her team to Earth.

{Besides, I know the difference between a fake Halloween decoration and a real giant spider.} Bumblebee's words brought Elita out of her thoughts and caught her attention.

"Wait," Elita said, speaking into her comm links, "Bumblebee. What did you see?"

{A giant spider. You know, eight legs, spins webs, crawls up walls, the whole deal.} there was a brief pause before Bumblebee spoke up again, {Hey! Have you been listening in on our comm links this whole time?}

At once, Elita transformed to her car form and raced out of the warehouse as fast as she could, "Stay where you are, I'll be right there." she told the yellow mech as she headed to their location, the memory of what happened to Optimus replaying in her mind once more.

"I won't let it happen again."

OOOOOOOOOOO

"Trust me, Bumblebee. There are no giant spiders on this planet." Sari told the yellow speeder as they stood waiting for Elita to arrive.

"Yeah? Well, maybe it came from some other planet." Bumblebee remarked,

"Huge alien life forms coming to Earth?" Bulkhead said replied, "You gotta be kidding." Bumblebee looked at Bulkhead, till the larger mech realised what he just said and added, "Oh, right. Us."

While the two Autobots continued their discussion, a web like rope wrapped it self round Sari and lifted her away from the two.

"All I'm say is, we should put our scanners on high alert." Bumblebee said, not noticing what happened, "Keep a sharp look out. And don't let anything slip past us."

Sari's scream of fright alerted the two bots to her predicament. Turning round, they saw Sari being pulled on a line of webbing by the giant spider Bumblebee saw earlier.

"Sari?" the two Autobots yelled, seeing their friend in danger, tossing their costumes aside.

"Stay away from the girl." the spider hissed at them,

"That's just what I was gonna say" Bumblebee retorted, quickly serving the spider's web line with a shot from his stinger and caught Sari before she hit the ground.

With it's captive lost and with Bumblebee distracted by checking if Sari was safe, the spider leapt to the ground and tired to scuttle away, but was blocked off by Bulkhead.

"Don't move." Bumblebee said, his stingers aimed at the giant arachnid, " I wanna make sure the big guy to sees you this time."

"Now, now." the spider said in a claming tone as it shifted form, "You wouldn't hurt a fellow bot now, would you?"

Standing before them was transformer around the height of Bulkhead's shoulder. The bot was mostly purple with a number yellow markings on his arms and legs, four of the spider legs extended from his back, hover over his shoulders and carved behind his back, a purple helmet covered the spider mech's head save for his mouth, mandible like sculpting lined the front of the helmet. Two red optics and a visor looked back at the two Autobots.

Bumblebee, surprised by this sudden change, lowered his stingers and asked "Who are you?"

"What are you?" Bulkhead added.

"Duh, he's a spider." Sari answered, not understand what the large Autobot really meant.

The spider mech walked up to Bulkhead, a friendly smile on his face and extended his hand out in an offer of friendship, "My name is Tarantulas."

Slowly, Bulkhead reached out and shook the offered hand. At one, Tarantulas bared his fangs and struck, piercing the green giant's armour with his spider legs, a venomous green glow flowed through the legs and into Bulkhead. The green Autobot groaned weakly before collapsing to the ground.

"Hey!" Bumblebee yelled and charged at Tarantulas, his stinger charged up in an attempt to deal an electric charged punch at the spider bot, but Tarantulas dodged the punch, stepping round the yellow mech as he did so, and struck Bumblebee with his spider legs as the smaller mech turned round. Bumblebee fell to the ground just as Bulkhead did.

"What did you do to them!" Sari yelled worryingly as she climbed up onto Bulkhead to try and help him with her key.

"It's alright." Tarantulas said, "You're safe now. Now let's go."

"These are my friends." Sari retorted as she tried to use the key to heal Bulkhead, yet it refused to work.

"Oh, my mistake." Tarantulas said, "It's so hard to tell the good robots apart from the bad ones sometimes."

Sari continued to try and use her key, yet it continued to not work, "Come on you! Why won't you work?"

"Forget it kid," Tarantulas said, "the cyber venom I use is organic based. The AllSpark won't have any effect on it. Interesting costume, by the way." he added as he eyed Sari's Halloween costume.

"Wait. back up. How do you know about the AllSpark?" Sari asked, looking up at the purple mech.

"I've studied information about the AllSpark for quite a few hundred stellar cycles, I like to believe I've become something of an expert. I can teach you a thing or two about that key of yours if you like." Tarantulas said, slowly reaching for the key, "why not let me try to revive them."

Before he could take the key, Tarantulas felt something like a foot collide with the side of his head, sending him to the ground and rolling away from Sari and her friends. Looking up, the spider bot saw Elita-1 standing between him and the human girl.

"Sari! Get away from here, now!" the femme said as she kept her optics on her opponent. Glaring back at Elita, Tarantulas's optics widen slightly in recognition, "Elita-1! So, the rumours are true."

Turning slightly, Elita reached for Bumblebee, ready to use her downloading power on him when Tarantulas fired a grapple line, wrapping round her leg and pulling her away from the yellow mech.

"Nice try, but as much as you'd like to use you're friend's stingers to give me another shock, that's not going to happen." Tarantulas said as he dragged Elita to him and pulled her to her feet, "Now, how about I give you something to borrow from me." with a snarl, Tarantulas was about to stab Elita with his venom sting, but suddenly relented and threw the femme aside, stunning her.

Grabbing Sari with a web, "Change of plan," Tarantulas said, swing to wards the rooftops with another web line, "You're coming with me."

Recovering from her daze, Elita hurried in perusing the spider mech.

"You're in trouble now." Sari said, seeing Elita closing on the spider, "my friend Elita is going make you in spider burgers when she catches you." Tarantulas simply glared and webbed Sari's mouth shut as he said, "Don't you ever shut up?" he growled as he climbed up the building he landed. As he reached the roof, Tarantulas began to run, turned to check if Elita was still following. At once, Tarantulas got hit in the face by stinger shot Elita fired from the download she took from Bumblebee.

While Tarantulas was temporary blinded, Elita retrieved Sari and freed her, "You alright, Sari?" Elita asked, to which Sari replied with a thumbs up. Sari then gasped as she looked behind Elita to see the now recovered Tarantulas rushing towards, "Look out!"

Elita turned round, but was too late to dodge Tarantulas' kick. Recovering quickly Elita threw a kick of her own while dodging a flurry of strikes Tarantulas threw at her.

"This the best you got?" Elita taunted as she dodged another punch, "these attack are something straight out of an academy textbook."

"True, but I've learnt some new moves that you haven't seen in the academy Elita-1." Tarantulas replied, dropping to the floor and swept Elita's feet out from under her. As Elita hit the ground, Tarantulas drew an axe and swung it down. Reacting at once, Elita rolled out of the way as the axe bit hit the ground.

"How do you know my name?" Elita said, surprised by the mysterious mech's knowledge of her.

"I know, because I know you, I also know how easy it is for you to leave your friends behind. Though you and Sentinel got out okay!"

Elita's optics widened in shock as she took a step back, "Optimus?" she gasped.

"That's not my name! Not anymore, I am Tarantulas now." the purple mech snarled, his visor and two optics narrowed in anger.

"But I thought you where…" Eltia went silent, unable to finish the sentence.

"Offline?" Tarantulas said, "If either of you had tried to save me, you'd have saw what happened."

OOOOOOOOO

_Optimus pushed himself up to his feet, wincing in pain from his fall. He could feel the vibrations from the detonating energon cubes as the explosions drew closer to his location. As he turned his lights on to light the area, he saw himself surrounded by a swam of the spiders. At once, the spiders lunged at him. Optimus dodged and evade the attacks of the first two with the aid of axe, but was tackled by the third one, knocking him into the wall. Planting both feet against the underside of the spider, Optimus pushed, kicking the spider off of him, knocking spider back into another wall._

"It was there I learnt that there was more to the Decepticon ship than we thought."

_As he rose back to his feet, Optimus turned his head to the direction of something hitting the floor. A number what Optimus recognised as transwarp cells falling out from a large hole torn in wall._

"Whatever reason they were had got them for, the Decepticons had gathered a large amount of transwarp cells."

_Hearing a loud screech, Optimus turned too late as he is tackled by another of the spiders, sending the two crashing into the transwarp cells. The spider hissed violently as it pinned the Autobot cadet down, it then bit down, it's venomous fangs piercing into Optimus' chest. Optimus screamed in pain which was soon drowned out as more of the stockpiled energon exploded, detonating the cells, releasing the transwarp energy inside of them and consuming the two life forms._

"As the spider's venom burned through my systems, I felt every atom of my body being pulled apart and reconfigured by the uncontrolled transwarp energies, as the spider's."

_As the flames and the transwarp energy died down and cleared, Optimus unsteadily rose to his feet. Looking at his hands, Optimus' optics went wide in shock and fear as he noticed the change in their appearance. As the young cadet took in the full extent of his transformation, Optimus screamed in despair._

"The transwarp energy fused my body with the spider's organic body. I became something else, not Autobot, not organic. I became a freak!"

OOOOOOOOOOO

Elita-1 looked Tarantulas, the two had stopped their battle, the spider mech having turned his back to the femme.

"You must have been shielded from our scanners by your organic half." Elita said as she took a step forward and reached a hand out to place on Tarantulas' shoulder, "Optimus, I swear, if I knew you were still online I'd have…"

"You'd what?" Tarantulas snapped, swatting Elita's hand away, "Take me back to Cybertron so I can be taken apart and studied by some lab bots?"

Elita looked at Tarantulas for a moment in silence before she glanced over at the Decepticon insignia branded on his shoulder.

"So you chose to ally with the Decepticons instead." Elita said. At that moment Tarantulas fired several strands of webbing at Elita, wrapping the femme's arms and leaving her incapacitated.

"At lest I know where I stand with them." Tarantulas said before turning towards Sari and taking the AllSpark powered key from her.

"Hey! Give that back!" Sari yelled at Tarantulas, but the spider bot simply ignored her request as he replied, "Not a chance, pipsqueak. If anything can purge my organic half form my body, it's this." he brought the key up to his chest, inserting it into the key slot that had appeared.

At once, energy crackled across Tarantulas' body before a wave of energy burst forth, spreading over the city. As the strange energy waves continued to spread, all the plants began to wither as if the life was being drained from them. As Elita-1 watched she saw that what the key was doing was also effecting Sari, as the girl began to appear to wither and fall ill, before her eyes.

"But you said, the AllSpark won't effect organics." Sari said weakly.

"I lied." Tarantulas said, a smirk on his lips "Imagine that."

After a moments struggle, Elita managed to brake free, "Optimus! Wait!" she said, running towards Tarantulas. Noticing Elita's approach, up Tarantulas picked Sari up and held her up over the edge of the roof.

"I've already waited for a thousand stellar cycles." He said and threw the human girl over the ledge.

"Sari!" Elita yelled, rushing to the edge of the roof. Looking down, Elita feared the worst, but saw that Sari had managed to grab onto a flagpole in time to stop her fall, however, Sari was starting to lose her grip and was about to fall.

Fortunately, Bulkhead and Bumblebee arrived, having recovered from Tarantulas' venom.

"We got Sari." Bumblebee called up to Elita, "Get the Spider Bot."

Transforming to robot mode, Bumblebee turned to Bulkhead, "Little help for the vertically challenged?" he said, jumping up into Bulkhead's hand.

"Coming right up. And going right up" the large green mech said, throwing the smaller mech up towards Sari with all his might just as Sari lost her grip. As Sari fell, Bumblebee rose up to meet her, catching her and transforming back to car mode with Sari safely inside him.

"Hang on, Sari. It's gonna be a bumpy landing." Bumblebee told her as he fell to the ground.

Elita-1 gave a small sigh of relief as she saw Bumblebee landing on the ground with Sari safe and sound, though Bumblebee was probably going to need to get new shock absorbers. A groan from Tarantulas caused Elita to turn round to see the Spider bot had fallen to his knees, looking in worse shape than Sari was.

"What's happening?" Tarantulas gasped as he grew weaker by the second. Quickly realising what was happening to the former Autobot, Elita-1 began to fight through the energy waves to reach him.

"Your spark can't survive without your organic half." Elita said as she tried to move in closer, "You need to shut off the key."

"I- I can't." Tarantulas said, struggling to raise his arm up. Elita struggled against the final barrier, reaching a hand out, Eltia managed to brake through and removed the key. As fast as it had happened, the energy waves stopped and the organic life effected by the key's energy returned to normal. Carefully Eltia-1 helped Tarantulas up to his feet.

"Leave me alone." Tarantulas said, his voice barely a whisper, pushing Elita away as he turned his back to her, "I don't want you to see this monster I become."

"Optimus," Elita said, putting her hand on Tarantulas' shoulder, "Come with us, we can find a cure for you together. You saved me back then, now let me save you. Let me earn back the trust we had."

Slowly, Tarantulas turned to face Elita, "Elita… there had been so many things I had always wanted to tell you." he said as he placed his hands on Elita's shoulders and held her close. Suddenly the spider legs swung down over Tarantulas' shoulders and stung Elita, knocking the femme out with his cyber venom. As the femme feel limp in his arms, Tarantulas gently lowered Elita to the ground and looked down at her,

"It'll be a long time before I ever trust an Autobot again." he said, looking slightly remorseful as he then added, "Especially you, Elita-1." With that, Tarantulas walked away and fired a line of web, he then began to swing away.

oooooooooooooo

Elita awoke minutes later. She tried to search for Tarantulas, but couldn't find any trace of the technorganic. Giving up her search for her lost friend, Elita headed to the park, where Sari and the others were waiting for her.

Kneeing down onto one knee, Elita opened her hand out in front of Sari, her key resting in Elita's palm.

"I believe the phrase is, "Trick or treat?"" Elita said, a small smile on her lips. Smiling back, Sari took the key and said "Duh! That's what I'm supposed to say. You just say "Happy Halloween" and fork over the goods." she then looked at the key and added, "And then I'm supposed to say, "Thank you, and you were right." And may be I should give this thing a rest."

Bumblebee then rolled up, his tires still flat from his landing and asked, "You think I could persuade you to use it one more time?"

Bulkhead then walked up to the group. "So who was that bug bot mech?" he asked Elita-1. Elita remained silent for a moment before she looked up to the sky and answered, "Someone who saved me from what could have been my fate… and I never should have left behind."

Meanwhile, in a different part of the city. Tarantulas stood on a rooftop as he watched the sky, as thoughts raced through his mind, a tear began to run down his cheek.


	3. Black Friday

_Hi, _

_before we begin with the story, I want to thank everyone who has been patient with me and waited during the long time it took to post this story up and I apologies for the long time it took me to finish this chapter._

_I would also like to thank Cylon one for taking time out of his own busy schedule to Bata read this for me. Mow without further delay, the next chapter._

**Black Friday**

"Are you sure this is a good idea?" Bumblebee asked Sari as they walked down the hallway of the maximum security prison.

"Erm… no." Sari answered back, "But as long as we've come this far, we might as well talk to him."

The two continued forward while the security gates closed behind them, Bumblebee and Sari walked towards the giant cube placed at the end of the cell block. Standing in front of the door made from the same transparent materials as the rest of the cube, Sari knocked on it, causing the cell's occupant to stir and rise from his slumber.

"Sari Sumdac. How nice of you to come. I get so few visitors these days." Meltdown said as he stood up and approached his guests.

"You might get more if you didn't try to turn people like me into mutated freaks." Sari retorted.

"Water under the bridge." Meltdown said, waving aside the memories of their last run in, "To what do I owe the honour of your presence?"

"That two-faced rat, Porter C. Powell, stole her father's company!" Bumblebee spoke up, cutting to the reason for them coming to meet the villain,

"My heart melts for you, my dear." Meltdown simply replied.

"He did the same thing to you, didn't he?" Sari asked. "Yeah, don't you have something she could use against him?" added Bumblebee.

"Powell's a double-dealing slimeball," Meltdown replied, "but he's also a shrewd businessman. I doubt you'll catch him doing anything criminal. However," he continued, moving back to his bunk and sitting down on it, "if you find a way to spring me out of here, all of your problems could just melt away." his hands began to ooze out of their protective gloves, melting into the bunk to help carry Meltdown's point across to his two visitors.

"Whoa, I didn't mean anything like that!" Sari said, aghast at what the villain was proposing,

"Forget it!" with that, she then grabbed Bumblebee by the hand and headed for the exit, dragging the Autobot with her,

"If you change your mind, you know where to find me!" Meltdown called after them, standing up as his bunk melted completely, turning to sludge beneath his feet.

"I lose more furniture that way." Meltdown sighed.

OOOOOOOOOOO

Later that night. Meltdown quickly found his rest once again disturbed as the prison's alarms went off while the building itself shook from some outside force making its way towards his area.

"So, had a change of heart?" Meltdown asked, expecting to see Sari and her Autobot friend again, but instead saw the fearsome forms of the Dinobots instead.

"You?" the mutated scientist gasped, his eyes widened in shock and fear at the sight of the metal creatures that were so intent on maiming him the last time he encountered the Dinobots.

"He want you!" Grimlock growled, approaching Meltdown's cell, "You come with us."

"I'm not going anywhere." Meltdown yelled back, "This cell is impenetrable, just like that thick skull of yours! No one can break in or out"

Grimlock simply stomped forward, "Dinobots not break box. Dinobots take box!" he said, ripping the Meltdown's cell free and, with the aid of the other two Dinobots, began to carry it with them.

A few hours later, the Dinobots returned to the island they call their home,  
"What are you doing, you mechanical miscreants?" Meltdown yelled as he tried to keep his balance in the rocking cell, "Put me down!" At once, the Dinobots stopped, Grimlock's momentum throwing the cell off of his back and rolling it across the shore where it stopped with Meltdown smacking face first into the wall.

"Not like that." Meltdown groaned as he slid down to the floor, his face still pressed to the wall. Meanwhile the three robotic dinosaurs began to stomp their feet and slam their tails on the ground while speaking a strange word in a chant-like fashion and looking up towards the cliff face where someone began to emerge from the forest,

"Hey there, friends. Glad to see your old friend Tarantulas?"

Meltdown watched as the Dinobots began to make a ruckus again, acting almost like dogs eager to see their master again which then soon elevated into a fight between them while the spider-bot simply watched and laughed.

"Now, now, no fighting." The Techno-organic said, "Each of you will get your reward for helping me soon enough." at this Tarantulas leapt off the ledge and, using a line of his webbing, lowered himself down the cliff face and on to the shore.

"Why look. You brought me a little gift." Tarantulas said, walking past the Dinobots and peered into the cell at Meltdown, "How thoughtful." Turning back round to Grimlock, Tarantulas continued to speak,

"You did really well, my friend. Keep this up and I promise I'll put a good word in for you with my friend," At this, Grimlock looked very pleased and looked as if he was about to leap into the air in joy as he and the other Dinobots moved back, giving the spider-bot and his guest space.

"Aren't they just the amazing things?" Tarantulas asked Meltdown with a chuckle, "They practicallyserve me on hand and foot. It's amusing, in a primitive sort of a way. But it can get boring really fast."

"Would you care to explain why those Primitives halfwits brought me here?" Meltdown yelled as he got back up to his feet.

"Because I told them to." Tarantulas answered, stepping in front of Meltdown's cell, "Remember when Megatron got his gears stripped by the Autobots?" he then asked, before continuing, "Of course not. You were rotting in prison where the Autobots put you, weren't you?" Meltdown glared at this, but Tarantulas ignored it.

"Anyway, after that battle, I washed ashore here." the techno-organic spider said as he remembered pulling himself up upon the shore before collapsing into unconsciousness.

"The Dinobots found me and after a minor conflict came to the compromise. It seems that, while they still hate intruders and cars, they have developed a bit of a crush on the Autobots' leader, Elita-1, who happens to be an old friend of mine. After they learned of my connection with the femme of their dreams, they began to help me and in exchange, I promised to put in a good word with Elita about them." Meltdown looked at the spider-bot in disbelief at the thought that the Dinobots had brought him here simply in the hopes of getting a date. If he still had blood flowing through his mutated body, Meltdown was sure he would have suffered an aneurysm from the shear stupidly about it.

"After that, the Dinobots were kind enough to give me a home." Tarantulas carried on with his story, "Your home. And then, one day, I discovered your notes. Of course, most of it bored me, but your research on genetic modification fascinated me. It was the answer I'd been looking for."

"With your help, I can finally purge myself of this cursed organic contamination." Tarantulas said as he transformed into his spider mode and ripped a large chunk of Meltdown's cell off, freeing the mutant human.

"Ooh la la. "Meltdown said, seeing a creature that was one step closer to anything he created in his attempts to make an organic transformer, "Actually, that's a much better look for you. Why would I help you get rid of it."

Tarantulas learned in close to Meltdown, his fangs close to the villain's face as he gave his answer, "Because it would displease me very greatly if you didn't. And If I'm unhappy, then I might not be in the mood to talk to my friend Elita about giving the Dinobots a chance, which would make them unhappy."

At this Grimlock gave a short roar, "Unhappy." he said, his one word, being enough to convince that refusing was a bad idea if he wanted to live.

0000000000000000

Captain Fanzone decided that he would rather be in his bed than having to deal with this jailbreak, especially now that Porter C. Powell had shown up.

"Captain Fanzone, I know who's responsible for this!" Powell said, as cameramen  
and other members of the press continued to take pictures of the scene,  
"It's Sumdac's daughter and her pet robots."

"How do you figure that, Mr. Powell?" Fanzone asked, not quite believing the  
businessman's claim.

"Well just look at this." Powell said, pulling a small monitor out of a pocket  
inside his coat. Powell smiled inwardly as he thought on how wise it was of him  
to secretly set up surveillance cameras of his own to keep an eye on his former  
business client as the monitor played a recording of Meltdown's offer of  
dealing with Powell for Sari. Captain Fanzone however, had his own questions for  
Powell.  
"I don't suppose you wanna tell me how you came into possession of that  
recording."

"What does it matter where I got it?" Powell said, brushing the question aside  
as he put the monitor away, "I'm not on trial here, Captain. My life could be  
in danger. I deserve protection."

"You want protection? Get a schnauzer." Fanzone said, as he turned and walked  
away from Powell.

0000000000000000

"Meltdown's Escaped? No way!" Bumblebee said as he and the rest of the Autobots  
watched the news report about the jailbreak.

"We were just talking to him. Why'd he break out?" Sari wondered aloud as she looked at the TV screen.

"Maybe Meltdown wants to go after your dad again." Bumblebee "Or turn a bunch of more innocent humans into bat-shark-crab-squid thingies."

"Hey!" Sari said, giving the yellow bot a kick to his foot.

"What? I didn't mean you, specifically." Bumblebee continued, "Although, you gotta admit, the guy has a thing for your family."

Pressing a button on the TV remote to pause the image on the screen, Prowl turned to Bumblebee and said, "Bumblebee, for once, can't you keep quiet?"

"What do you mean? I can keep quiet any time, any place."

"Really? I'll bet you a case of axle grease that you can't keep quiet for ten cycles."

"Oh you're on! I am so gonna win that axle grease." Bumblebee said, leaning over to Bulkhead.

"Ahem." Prowl coughed, getting Bumblebee's attention.

"What? We're starting now? Okay, this time not a word, zippo, nada. The mute button is on."

Prowl shook his head at Bumblebee's poor attempt to stay quiet and with another press of the remote, increased the resolution of the recording of the breakout.

"Look at this." he said, pointing at the screen, "There's some kind of reflection. If I increase the resolution, we might be able to...There!" he said as the reflection on the Meltdown's cell cleared enough to be identified as the Dinobots.

"What? Dinobots!" Elita-1 said, surprised, "But they despise Meltdown. What could've possibly possessed them to spring him out of prison?"

"A get-out-of-jail-free card? Bumblebee blurted out. Elita raised an optic ridge.

"Not even half a cycle." Prowl said,

"Wait, give me another chance!" Bumblebee pleaded, waving his hands.

"We need to look into this." Elita said, crossing her arms, "Prowl, you know Dinobot Island like the back of your servos. You and Bumblebee come with me." Prowl gave a quick nod as Elita gave the call, "Transform and roll out!"

Transforming into their alt modes Elita, Prowl and Bumblebee headed out.

0000000000000000

Arriving at Dinobot Island, Elita transformed back to her robot mode, followed by Prowl and Bumblebee.

"All right, be quiet," the femme whispered to the two, "and keep your sensors alert for any sign of the Dinobots."

"I'm already being quiet. Didn't you notice?" Bumblebee spoke up,

"All right, that was six and a half cycles, tops!" Prowl said, irritably.

Bumblebee flinched, "Let me start over."

"It'll be best if we split up to search the island. But be careful" Elita continued.

"You bet I'll be careful. Awww man, not again." the small yellow bot winced at his apparent inability to keep quite as he went off in one direction, while Prowl smirked and went off in another direction.

After awhile Prowl stopped in his tracks. He had spotted a rock clearly showing signs of being partially melted. Kneeling down, Prowl placed a hand on the rock,

"Looks like Meltdown's been here." he said as he examined the rock closely.

"Prowl!" Bumblebee's voice rang out, drawing the ninja bot's attention.

"What is it this time, Bumblebee?" Prowl said in irritation, finally at the end of his patience, as he began to run in the direction of Bumblebee's voice, "What brilliant, insightful thought can you not wait to share with the rest of the world?"

Reaching his destination, Prowl gasped as he spotted the sight before him. A giant spider web loomed before him, spun between two trees and suspended in the middle of it was Bumblebee, unconscious. At that moment, Tarantulas leapt out from his hiding spot from the shadows and struck Prowl, piercing the Autobot's chest with his poison sting and sending him into stasis lock,

"I think he was trying to warn you about me." the spider mech said with a grin as he began to wrap the cyber ninja up in his webbing.

0000000000000000

In another area of the island, Elita moved through the forest as she looked for signs of either Meltdown or the Dinobots. At that moment she suddenly came face to face with Grimlock.

"Prowl! Bumblebee! I'm gonna need Back up here!" Elita-1 called on her comm as she dropped into a battle stance.

"Oh, I don't think they'll be able to help you, my dear." a familiar voice spoke up from behind Elita. Turning round, Elita's optics widened slightly in surprise, "Tarantulas?"

Tarantulas simply smirked at Elita as he hung upside down. Acting on instinct, Elita charged towards the spider-bot, ready to fight her former friend, but Tarantulas swung himself to the left, dodging the Autobot femme's attack while she collided into the tree that was behind him.

"Surprised to see me?" Tarantulas asked, turning back to face Elita, "I'd stop fighting now, Elita, you're outnumbered."

At once, Elita realised what the techno-organic had meant with his earlier words,  
"You attacked Bumblebee and Prowl."

"I just wanted to keep this between us friends." Tarantulas said as the Dinobot Swoop lowered itself to the ground, dropping the unconscious forms of Bumblebee and Prowl before it.

"But don't worry, Elita, I did give them a little something, so that they wouldn't feel left out. An extra dose of venom." Tarantulas said, holding up a small gun shaped injector, "And if I don't administer this antidote within two megacycles, they'll go offline permanently!"

Elita looked from her two teammates then towards the bot that was once her friend Optimus and glared angrily at the spider, "Give them the antidote, now!" she said as she rose back up, ready to fight.

Tarantulas put a hand to his chin as if in thought as he flipped over on to the ground,

"Hmmm, no I think not," he said after awhile, "I have a special mission for you and my friend Grimlock. My newest friend Meltdown has agreed to cure me of my organic contamination." At this, Meltdown stepped out from a nearby bush and into the clearing with them.

"Oh, yes, but I need a special genetic modifier to complete his conversion." the acidic villain said, as Tarantulas approached Elita.

"I am really looking forward to being all Bot again, Elita," Tarantulas said, as he leaned in close and cupped the femme's chin in his hand, "I look forward to catching up with you about the old times."

"RAAAAAWWWWWWWWRRRHHHH!"

Tarantulas looked to see Grimlock transformed to robot mode and charging right at him.

Reacting at once, the spider mech leapt out of the way of the oncoming Dinobot while Elita narrowly escaped collision.

"Spider-bot keep away from Car-lady! She likes me Grimlock best!" the Dinobot leader growled as he turned to face Tarantulas.

"Now, now, don't be jealous." Tarantulas said, raising his hands in a calming manner, "I remember our bargain. You'll be the one she'll go with." at this, Grimlock calmed down and looked pleased, "Now why don't you two go get Meltdown's little gadget and get to know one another." Grimlock blew his top in excitement at this, flames shooting out like a volcano as he nodded eagerly and rushed over to Elita,

"You heard Spider-bot." Grimlock said, grabbing Elita's arm in a gentle but firm manner, "You go with me Grimlock."  
"Promise to return soon." Tarantulas called after them, as he looked over to Bumblebee and Prowl, "For their sake."

000000000000000000

Later, back in Detroit, Grimlock stomps his way through the roads of the city in his T-rex form, scaring thee humans and causing panic,

"You see puny humans run?" Grimlock asked, "Dinobots rule!" the Dinobot leader stops as he feels something wrap itself around his neck.

"We're not here to scare people." Elita-1 said as she tried to pull the Dinobot into line with her makeshift leash, "We're here to get Meltdown's genetic modifier. Maybe you'd be less conspicuous in robot mode." Elita continued.

"Okay," Grimlock agreed, transforming, "but Me Grimlock still taller than Spider-bot, that's why you like Me Grimlock best."

Elita sighed in frustration and shook her head, "Don't you realise he's just using us? Grimlock as soon as Tarantulas gets that genetic modifier, he won't keep his word. He'll drop us like a used engine block!"

Grimlock refused to listen to Elita's warning, "Me Grimlock go alone." he said as he turned and marched off, only to return shortly, "Uhhh. Where me Grimlock find genetic thingy?"

Elita gave a sigh and indicated to Grimlock to follow her, "Come on! I know who can get it."  
"Me Grimlock go with you. But me Grimlock go with you alone!"

00000000000000000

At Sumdac Tower, Porter C. Powell was preparing to leave for the night when he found company waiting for him in the lobby.

"Where is thingy?" Grimlock demanded as he stomped towards Powell. With a scream of fright, Powell raised his briefcase up in front of him like a shield as he yelled, "Stay back! Don't hurt me!"

"Errr Me Grimlock not supposed to scare puny humans." Grimlock frowned till Elita came up to Grimlock's side, "This one you can scare all you want." she said.

At this, Grimlock transformed and towered over Powell, "Then give us thingy now!" he roared as he picked Powell up in his teeth.

"What thingy? What's he talking about?" Powell asked in terror as he hung from the Dinobot's jaws.

"Prometheus Black's genetic modifier." Elita answered,

"Never heard of it!"

"Did I mention that my friend is awfully hungry?"

With a flick of his head, Grimlock tossed the Powell into the air, sending the human landing into his mouth, and clamped his jaws shut.

"You can have it!" came Powell's response as he tried to get out of Grimlock's mouth, "I know where it is!"

Elita smiled, "I knew you'd see reason."

After getting Grimlock to spit him out, Powell led the two transformers to Meltdown's former lab.

"Black's lab has been locked up ever since his unfortunate accident." Powell said as he entered the lab. He stopped right in this tracks as a load crash reached his ears.

"Don't touch anything." he said, turning round to see Grimlock trying to keep his balance as he stepped into the lab, "Since he went bankrupt, technically all this belongs to me." at these last words, Grimlock lost his balance and fell flat on his face, smashing a number of lab items in the process.

"She did it." Grimlock said, pointing At Elita.

Ignoring this for the moment, Powell returned his attention back to what he was doing,

"Here it is, the genetic modifier." he said as he carried the device over to Elita-1, "But if you want it this badly, it must be more valuable than I thought." Elita didn't answer Powell, simply shooting him a glare.

Powell flinched at this and spoke up again, "Are you going to finish me off now?"

"It's a tempting offer," Elita said as she took the genetic modifier off of Powell, "but right now I'm a little pressed for time." with that She and Grimlock left. As soon as the two robots were out of sight, Powell reached for his phone and dialed a number in,

"Captain Fanzone? This is Powell. I just been robbed!"

000000000000000000000

Meanwhile, Meltdown had prepared his Dinobot Island lab to begin the separation process as soon as he received the genetic modifier. With the flip of a nearby switch, restraints held Tarantulas to the operating table he lay on.

"Are you sure this is necessary?" Tarantulas asked slightly uneased by being restrained.

"Not if you're willing to risk accidentally slicing off your own head with those claws of yours."

Meltdown retorted. Before the Spider mech could say anything, part of the lab wall collapsed as Grimlock broke his way through, followed by Elita.

"Ah, Lady and gentleman, I've been expecting you." Meltdown said, turning his attention to the two, "Do you have my genetic modifier?"

"You're not getting it until Tarantulas gives the venom antidote to my friends." Elita said as she held the device in question up for Meltdown to see.  
"I was afraid you might feel that way." the scientist responded and snapped his fingers. Suddenly several purple tentacles wrapped themselves around Elita and pulled her back, causing her to drop the genetic modifier.

Meltdown's mutation experiment subjects threw Elita and Grimlock out of the lab and lunged after them, pressing the attack.

Meanwhile,

"Since you seem to have your hands full, I'll just take this." Meltdown said while he picked up the modifier and placed it into its connection, "Shall we proceed, then?" he asked Tarantulas.

"Whatever it takes to get rid of this foul half of mine." the techno-organic answered,

"Err. About that... I should probably mention a slight change in plans."

"What?"

"Don't worry! I will be purging half of your techno-organic form, just not the half you think." Meltdown smirked

"You slimy traitor! You can't! I won't let you!" Tarantulas glared back at the human villain.

"I guess the Dinobots never mentioned my disdain for machines. Once we eliminate all your robotic circuitry, your remaining arachnid tissue will be perfect for my genetic experiments." Meltdown said, explaining his plan to Tarantulas, "And I will finally achieve my dream of creating a transforming organic."

"NO!" Tarantulas yelled while Meltdown reached for the switch to start the process,

"It's time for your extreme makeover."

0000000000000000

Outside, the battle continued as the bat creature knocked Grimlock to the ground with another tackle while Elita tried to free herself from the shark creature's hold.

"Me Grimlock smash bad bat." the Dinobot yelled as he drew out his flame sword and began to slash at the bat monster.

"Stop! You'll torch the island!" Elita yelled over at Grimlock,

"No one tells me Grimlock how to fight!" the Dinobot yelled as he swung his sword yet again. The bat creature flew out of the path of the flames which hit a nearby tree and soon quickly spread to the rest of the forest.

00000000000

"You'll pay for double-crossing me." Tarantulas snarled at Meltdown as he struggled to break free of his bonds,

"My good man, you're hardly in a position to make threats." Meltdown retorted as he looked over at the spider,

"Wanna bet?" Tarantulas said as he spat a strand of web at Meltdown's face. The villain struggled for a moment, but soon the webbing began to dissolve from being in contact with Meltdown's acidic form,

"Why do you fight me?" Meltdown asked, "I'm going to free you from your crude mechanical limitations." he then pulled a second switch which made Tarantulas scream in agony as electricity ran through his body.

Back out in the now burning forest, Grimlock continued to swing his sword trying to hit his opponent,  
"Stand still so me Grimlock can crush you."

Meanwhile, Elita kicked the shark creature in what she assumed was its jaw yet again, making the monster loosen its grip on her, but still, the beast had her on the edge. Elita-1 knew the creature had more strength than her and it was only a matter of time till it'd land one good blow while she was unable to use her download powers to help her. Suddenly a mace blurred round and hit the shark creature on the head, making it fall to the ground. The other two Dinobots had arrived to help their leader and soon, the three Dinosaur based robots managed to chase Meltdown's pets away.

"Ah! See them run! Dinobots rule!" Grimlock bellowed in triumph, but was soon brought down to earth as a flaming tree came crashing down behind him, "Whoopsie. Fire bad."

"Stand back. I'll try and stop it." Elita said as she transformed to her car form. Shifting to high gear, Elita rose to full throttle and put her brakes on. As her wheels began to spin, they dug into the dirt ground and began to kick it up, sending large patches of dirt into the flames, smothering most of it.

As Elita transformed back to robot form, Tarantulas' voice filled the air, "No, don't!"

"Tarantulas!" Elita yelled, running to her former friend's aid.

Tarantulas screamed in pain as another jolt ran through his body when Elita reentered the lab,

"No!" she yelled, drawing Meltdown's attention to her,

"Stay back!" the scientist shouted as he threw a stream of his acid at Elita which the femme ducked under and leapt over the villain's lab table, kicking the genetic modifier out of its connection.

"No!" Meltdown yelled, "I won't let some mindless machine beat me again." Both Elita and Meltdown rushed for the device. Elita managed to get to the device first, but Meltdown quickly jumped onto the femme's back, using his acidic touch to burn through her armor,

"Give it to me!" Meltdown snarled as he tightened his grip. With one last gasp of pain, Elita-1 let go of the genetic modifier and Meltdown dived for it, grabbing the device with his oozing hand. The modifier began to go haywire as Meltdown's acid eats through it, causing the device to zap its creator.

"Nooooo!" Meltdown let out a gargled yell as the blast from the genetic modifier began to affect the villain's ability to keep his form solid. Within seconds, there was nothing left but an empty protective lab suit and a large puddle of sludge that remained of the villain known as Meltdown.  
Turning her attention away from what was left of Meltdown, Elita-1 moved towards Tarantulas. Without the genetic modifier, Meltdown's machine had shut itself down before doing the techno-organic any serious harm. Using her laser cutter, Elita broke the restraints that held Tarantulas down.

"Elita, you came back for me." Tarantulas said weakly, looking over at the femme,  
"I promised I would." Elita answered, helping him up into a sitting position.

"In spite of everything that happened between us, deep within my circuits, my feelings for you are still the same." the spider mech said, embracing the femme.

From the mouth of the lab entrance, Grimlock watched as these actions transpired and growled angrily as he glared at the spider-bot. Spotting this over Elita's shoulder, Tarantulas smirked and spoke up, making sure Grimlock heard him, "Let me hold you closer, Elita."

"NO! She like Me Grimlock best! Dinobots best!" Grimlock snapped, disliking Tarantulas' apparent advances on Elita and charged at the spider mech. At once, Tarantulas threw Elita out of harm's way and took the Dinobot's tackle head on, sending him flying across the room. Unable to do anything as the Dinobot blocked her path, Elita watched as Tarantulas shot her a smug smirk as he rolled with the blow and disappeared into the shadows.

"You Dolt," Elita snapped angrily at Grimlock, "I told you before he was using us! He's getting away." she then ran for the exit, to try and pursue the spider.

"No, come back!" Grimlock pleaded after Elita, "Car-lady, me Grimlock love you!" Elita paid the Dinobot no attention, reaching the mouth of the lab entrance, the femme saw that Tarantulas was nowhere in sight with no way to track him. He was gone, as was the antidote.

00000000000000000

Defeated, Elita made her way back to where Prowl and Bumblebee were left, prepared to bid farewell to them.

"I'm sorry." Elita said after a moment of silence, "I tried to save…" she suddenly stopped talking as she noticed something laying on the ground by her feet. Reaching down and picking it up, Elita recognised it,

"The antidote! He kept his word after all."

Kneeling down, Elita administered the antidote to the two mechs and smiled as she saw life returning to them,

"How long have we been here?" Bumblebee asked,

"Almost two megacycles." Elita answered softly,

"HA!" the yellow speeder suddenly cried and looked over at Prowl, "And you said I couldn't go ten cycles without talking!"

"Humhuh. All it took was being paralyzed." Prowl said with a retort,

"What? You're making new rules now? I don't think so. Pay up with that sweet axle grease."

Elita chuckled as she watched the exchange go on between the two, happy to see them alive and fine.

00000000000000000

Later at Sumdac Tower, The Autobots had arrived and Elita-1 explained to Captain Fanzone what had happened about the genetic modifier.

"So, your Spider-bot friend blackmailed you and those whack-job Dinobots into helping him, and then he took a powder?" Captain Fanzone said, recapping what Elita-1 had just told him.

"That's about the size of it," Elita said, then placed the genetic modifier down in front of Powell, "Here, I don't think Meltdown will be needing this anymore."

"What did you do?" Powell exclaimed as he saw the state of the melted device, "It's ruined!"

"Cheer up, Mr. Powell." Fanzone said, calmly, "It'll make a dandy paperweight."

"She still broke into my office, held me hostage and threatened my life! What are you going to do about it, Captain?"

"Err, I'm gonna go home and get some shuteye, and I suggest you do the same before I haul you in for being a public nuisance."

"It's an outrage!" Powell yelled as Fanzone left, "The mayor will hear about this!" he then stormed off himself.

"I almost feel sorry for him." Sari smiled as she watched Powell leave, "Almost."

While this went on, Elita-1 looked in the sky in deep thought when she felt Sari tapping on her foot,

"You okay?" the girl asked, looking concerned.

"Tarantulas didn't have to leave that antidote. But he did" Elita said, explaining what was on her mind,

"So, maybe he's not all bad." Sari said,

"Yeah," Elita replied with a small smile, "there may be hope for him yet."

0000000000000000000

In Meltdown's lab, the puddles that were all that was left of the villain began to stir as slowly they moved as one towards the spot of Meltdown's apparent demise. As the puddles continued to gather together, Meltdown's face began to form from the now large puddle.


	4. Predacons Rising part 1

_Before we begin, I would like to take the time to thank all those who waited patiently for this update, I know it must have been a pain waiting so long. I would also like to say thanks for all the reviews._

_I would also like to say so I hope you enjoy this story, while the first part here is like the ep of the same name, I have made some changed that you'll hopefully like, I also like to let you know that there will still be some more unique stories coming in this story_

**Predacons Rising part 1**

Wasp sped through the streets of Detroit, knocking into lampposts and forcing other cars off the road as he drove in the other direction.

"Go away! Leave Wasp alone!" Wasp yelled as he rammed the other cars out of his way.

Trailing behind, Elita and Bumblebee followed after the fugitive Autobot as he continued his attempt to escape,

"It's Wasp alright." Elita-1 stated, once she was close enough to identify the green car.

"Any idea where he's going?" Bumblebee asked Elita,

"I don't think even he knows." the femme answered,

Bumblebee increased his speed and called out to Wasp,

"Listen Wasp, we know you're not a spy, we just want to talk."

"Bumble-bot lie!" Wasp cried out, "Wasp not listen, LALALALALA!" the green bot droned out as he turned a corner where Sentinel Minor came barrelling down towards him,

"You're mine Wasp!" Sentinel snarled, transforming and leaping at Wasp, overshooting the fleeing green car and colliding into Elita and Bumblebee.

"You're wasting time, Sentinel." Elita said, as the three Autobots pick themselves up, "Chaos has spread all over Cybertron thanks to the attack on Ultra Magnus."

"That's not really your concern, Elita." Sentinel told her,

"No, it's Jazz's, but he won't go without you." Elita retorted, "You have a responsibility, as third in command, to our home planet."

"Not to mention a bunch of Decepticon prisoners to take to the Cybertronian stockade." Bumblebee added.

"I don't need you two glitches to tell me my job." Sentinel snapped, "Wasp knows something about that attack on Ultra Magnus, I'm sure of it."

"The same way you were thought Wasp was Decepticon spy?" Elita asked,

"I err was misinformed by some bad information."

"Ha! That's putting it mildly."

"No bot is innocent!" Sentinel snapped, "You of all bots should know that!"

"Is there something you want to say to me?" Elita glared at the blue mech before her.

"I think you know what I'm mean." Sentinel replied.

Before the two could say anything else, Sentinel's comm link went off.

{Jetfire to Sentinel Minor.} the Autobot flyer called through the comm, {Target Wasp is spotted heading north-north-east.}

{Heading to intercept.} Jetstorm added.

"Roger that, I'm on my way." Sentinel responded, transforming to car mode and driving to the coordinates.

Wasp sharply turned round a corner, skidding up the side the of a building to avoid a number cars, the jet twins were following him.

"Stupid Autobots. Why no one leave Wasp alone? Wasp not do anything." Wasp moaned to himself when Sentinel blocked his path.

"Put it in park, Wasp!" Sentinel said, transforming to robot mode and drawing his shield and lance.

"Sorry Sarge-bot, Wasp no do park, how about reverse." Wasp said, shifting into reverse and backing away from Sentinel. Wasp laughed to himself as he watched Sentinel's shrinking form, but his laughter was soon cut short as the Jet twins landed behind him, cutting off his escape route. Transforming to robot mode, Wasp turned and ran, but found Bumblebee blocking his path this time.

Wasp turned again and found Elita-1 blocking his way. Looking round, Wasp saw he was surrounded.

"Wasp never go back to stockade! Never!" Wasp shouted.

"You're not going back, Wasp." Elita spoke up, "The spying charges against you were dropped."

"Stay out of this Elita!" Sentinel butted in, "This is a dangerous fugitive and I'm bringing him in."

"Back off, or Wasp will kick all your skids plates." Wasp said, aiming his stinger at them. At this Bumblebee spoke up,

"Guys, gals, let me handle this please?" he asked.

Elita nodded giving her approval for the yellow mech to go ahead,

"Now take it easy Waspy," Bumblebee said as he carefully approached Wasp, "we're not the bots your mad at. That would be Longarm. He's the one that pinned that phoney spying charge on you in the first place. I just, you know, believed him."

Wasp raised an optic ridge, looking at the yellow mech quizzically.

"You want to hear the funny part?" Bumblebee continued, "Guess who the real spy was? Can you guess? No? It's Longarm!" Bumblebee chuckled, hoping Wasp might see the humour of in it, "Longarm was the spy, not you and I fell for it can you beliv-" Bumblebee was quickly cut of as Wasp raised his stinger up to the yellow Autobot's face and fired, the yellow speeder ducked and quickly took cover behind Sentinel.

"Hate to say it Elita, but Sentinel got a point." Bumblebee said, "I'll feel a lot safer with Wasp behind bars."

Wasp fired another shot which Sentinel blocked with his shield.

"That's not your call to make." Elita said, blocking a shot from Wasp with her laser cutter.

"And it's not your call to make either Elita," Sentinel stated arrogantly, "I am in command."

"On Cybertron, and only after Jazz, while this planet is my jurisdiction."

"This is a Cybertronian fugitive, and I'll enforce my authority as the… the er,,, Alpha Autobot."

"Did you just make that up?"

"No!"

"There's no such thing as a Alpha Autobot!"

"It's a real term. Look it up!"

"I'm not going to look it up!"

"'fraid I'm right?"

"You immature…" the two former friends continued to argue, even Wasp had stopped shooting and joined the Jet twins as they looked back and forth at Elita and Sentinel as they augured, till the green mech realised now was a good time to escape and ran.

"Err Guys?" Bumblebee spoke up, seeing the escaping Wasp and tried to get the team leaders' attention, "Sirs? Ma'am?"

"It doesn't matter," Sentinel said, not paying attention to Bumblebee, "we've got a dangerous fugitive here and-"

"Erm no we don't."

"I thought you agreed with me?"

"I mean, he's getting away!"

Elita and the others turned to see Wasp was already halfway down the street when suddenly the Dinobot known as Swoop came out of nowhere, grabbed Wasp by his shoulders and flew up into the air.

"Birdie bot put Wasp down!" the green mech yelled at the pteranodon as he was lifted into the air.

After a moment of surprise, Sentinel quickly recovered and turned to the twins.

"Well, what are you waiting for? Get after that… thing!" he yelled at them.

Obeying their commander's order, the twins transformed to jet mode and flew after Swoop.

Elita, Sentinel and Bumblebee followed from the ground, but soon had to stop when they reached the end of the pier. Transforming back to robot mode, Sentinel turned to face Elita,

"If you didn't interfered we could have nabbed him." he said,

"If YOU hadn't interfered we could have talked him into surrendering." Elita snapped back.

"Oh yeah, right after he slagged motormouth here." Sentinel then turned on his comm, "Jetfire, Jetstorm, grapple!"

The twins acted quickly and, combining together, lowered down a magnetic grapple, picking Sentinel up and carrying him in pursuit of the Dinobot and Wasp.

"Sentinel wait!" Elita called after the blue mech, "There's something you need to know first."

"Save it for the court marshal." Sentinel called back to her before he was gone.

"We need to get to Dinobot Island fast." Elita told Bumblebee.

"What would the Dinobots want with Wasp?" the yellow mech asked.

"I can guess and I hope I'm wrong."

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Swoop soon arrived at Dinobot Island and flew into Meltdown's old lab, were the winged dino dropped Wasp onto the ground, leaving the green mech on the floor before the Dinobot's master.

"Well, look what the pteranodon dragged in." Tarantulas smirked, "Pure Cybertronian circuitry. Just what I was looking for."

Wasp's optics widened in shock at the strange sight before him, stammering a babble of words.

Tarantulas chuckled, "Speechless? I have that effect. Don't I, Swoop?" he asked the Dinobot who nodded in agreement, "But then again, it could just be the fact you lack the ability to talk. Now go outside and stand guard like a good Dinosaur…robot…thingy."

Swoop nodded and left while Tarantulas turned to face Wasp,

"Meanwhile, why don't you and me have a little talk."

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"That flying freak bot disappeared somewhere on that island." Sentinel Minor said as he and the jet twins approached the island.

{Elita-1 to Sentinel.} Elita called out to Sentinel on his commlink, {Do not pursue to the island, repeat. Do not pursue to the island. I'll explain later.}

Sentinel muttered under his breath as he gave one of his antennae a push to turn the comm off.

"That does it, I'm putting a block on that comm frequency. Now take me down there, maximum burn!" he ordered the twins,

"But Sentinel Minor, sir-"

"Don't talk! Just listen and do and you might learn something."

The twins did as told and flew down closer to water, causing Sentinel to bounce on the waves.

"Gulb! Let go of me, you numb knobs!" Sentinel yelled. The twins obeyed again and let Sentinel go, causing Sentinel crash face first into the sand.

"Should we be taking notes?" Jetfire asked his brother as they watched Sentinel struggling to pull himself out of the sand.

"On what not to do?"

00000000000

"So Bumble-bot lie to Wasp. Call Wasp a traitor, then not a traitor, but still chase Wasp. Wasp confused." Wasp said, telling his story to Tarantulas.

"It sounds simple to me," the spider mech replied, "the Autobots betrayed you and now, you hate them. "Seen it, done it, bought the t-shirt" as the humans say."

"Spider-bot understand Wasp?"

"Oh, we both have quite a lot in common."

"Spider-bot Wasp's friend?" the green mech said, a hint of hope in his voice,

"Yeah, whatever." Tarantulas looked over to Wasp and saw the Autobot fugitive looking at the large device the spider was working on.

"Impressive isn't it?" Tarantulas asked Wasp, "It's a transwarp generator. Up till now, they have only been used for intergalactic transport, but…well, why don't I just skip to the good part?"

"G-good part?" Wasp stuttered.

"This!" Tarantulas said, transforming into spider mode, causing Wasp to jump back in fright.

"Now, don't be scared." Tarantulas said, transforming back to robot mode, "This is power. Power which you can use to get revenge on your enemies, including a certain yellow bot. That's the power of a technorganic and it can all be yours."

Wasp looked at Tarantulas and then looked over to a nearby wall, seeing a row strange shapes of odd creatures.

"Oh, don't mind those, just a few hiccups, but science matches on, my friend." Tarantulas said, jovially, guiding Wasp over to the transwarp pod and opening.

"N-no thanks." Wasp gulped.

"Aww, come now, surely can you trust me, your friend?" Tarantulas asked, giving the green mech an innocent smile.

Wasp hesitated for a moment, but stepped into the pod. As the pod door closed, Tarantulas started up the device and then reached into one of his webs, pulling out a wasp. The technorganic then dropped the wasp into a access port of the pod. Soon the lab filled with Wasp's screams as the mech scrabbled at the pod door.

"Oh, did I fail to mention that it will hurt a bit?" Tarantulas said with a twisted smile.

00000000000

Sentinel peered over the ledge he was on. Tracking Wasp's energy signature had lead the blue mech and the jet twins to where Wasp was hiding. Sentinel could see the entrance to the underground lab from where he was and that it guarded by the three primitive robots he had encountered on his last trip.

"Okay, so here's the plan." Sentinel told the twins, "Wait a few cycles till I get into position, then create a diversion." he then began to make his way to the spot he felt best to wait in.

"De version? Vat kind of version?" Jetfire looked over to Jetstorm,

"Means for we to blow something up!" the blue twin said,

"Oh good! I am liking de version." the twins then leapt into action, Jetfire transforming to jet mode while Jetstorm remained in bot mode, firing their special powers at the Dinobots.

Swoop flew after Jetfire while Jetstorm blasted the triceratops Dinobot into the wall.

"Intruder!" Grimlock growled, sword in hand, swinging it at the blue mech. Jetstorm jumped, ducked and dodged the t-rex mech's attacks, leading him away from the lab. Once he felt that area was clear, Sentinel moved out of his hiding spot, shield and lance drawn, darting right and left for no reason. Reaching the unconscious triceratops, Sentinel nudged the dinobot with his lance, causing the primitive mech to slide down the wall he was leaning on,

"Too fast for ya, horn head." Sentinel quipped as he went in.

00000000000

At that same moment, Bumblebee and Elita-1 arrive on the shore of the island.

"Face it, Elita," Bumblebee said as they transformed to robot mode, "There's no way Wasp will forgive me or Sentinel for sending him to the brig, which, by the way, totally not my fault. Longarm tricked me, not that Wasp will ever believe me."

"No, but he might forgive you, if you just apologise and stopped making excuses." Elita said, as she turned on her scanners.

"So, picking up Wasp on your scanners?" Bumblebee asked after awhile,

"No, but I am registering a build up of transwarp energy." the femme answered

"That's never good." Bumblebee said as they began to make their way to the source

00000000000

Sentinel entered the chamber, his shield raised in caution as he looked around, soon he spotted the transwarp chamber,.

"Wasp?" Sentinel wondered out loud when he heard a voice behind him,

"No. Spider."

Turning round, Sentinel saw Tarantulas in his spider form lowering himself down to the floor. Sentinel stumbled back in fright,

"I don't know what organic horror you are, but if Wasp is in that tin can, he's coming with me." he declared, pointing to the transwarp pod.

"Same old Sentinel, full of yourself as always." Tarantulas said.

"Y-you know me?" Sentinel asked, an optic raised in puzzlement.

"We knew each other, a long time ago." Tarantulas said, transforming to robot mode.

"A robot with an organic mode?" Sentinel said in revulsion, "Ewww. There's no way I'd ever have anything to do with a mutant freak like you!"

"Oh come on now, Sentinel, surely you remember our little treasure hunt to that Decepticon warship?" Tarantulas said with mock hurt, but was soon replaced with ferocity, "The one full of unstable energon cubes and the spiders!"

Sentinel's optics widened as realisation hit him, "Optimus?" he gasped

"It's Tarantulas now." the spider mech sneered, optics and visor narrowing, "Thanks to you and Elita."

"W-we thought you went offline." the blue Autobot stuttered.

"Well, it's good to know that you two managed to get your story straight."

"Elita never forgave me or herself for what happened." Sentinel responded, looking crestfallen "She wanted Ultra Magnus to send out a search party, but he wouldn't allow it."

"Well, it looks like I have another bot to deal with then."

"I just never knew, never imagined that something this... unspeakable could have happened to you." Sentinel said, "How can you even live like that? It's horrible! It's disgusting!"

"Okay, I get it!" Tarantulas snapped, "It's bad, I know, you don't have to rub it in!"

"It's worse than that." the large chinned mech shouted, a cold look in his optics, "You should have gone offline."

Before anything else could be said, a bright green glow drew the two bots attention to the generator,

"It's overloading!" Tarantulas said, pushing Sentinel aside and rushing to the controls. Entering commands as quick as he could, the Spider-bot tried to shut down the device , but it too late,

As it was half way though powering down, the transwarp pod exploded and from the smoke, a giant wasp emerged. The wasp flew around the lab once and in one swift movement, transformed to robot mode.

"Hello, Sarge-bot." Wasp said.

"I-is that… thing Wasp?" Sentinal said in disbelief,

"Wazzp not thing, Wazzp upgrade." the green mech buzzed,

"What have you done to him?" Sentinel cried in shock as he looked at the monstrous bot before him.

"Don't get your transistors in a bind. I just made him into a technorganic." Tarantulas replied, "like me."

"Spider-bot Wazzp friend. Make Wazzp powerful. Make Wasp Waspinator." the wasp mech buzzed, flying into the air.

"What can I say? It's the next big thing." Tarantulas said with large smile.

"It's an abomination, just like you!" Sentinel yelled, his lance aimed at Tarantulas, "and I can't allow it, I can't allow any of it."

"So that's it? You're just going to slag your old pal Optimus?" Tarantulas snarled.

"Don't say that name! You don't deserve to use it." Sentinel said, swiping at Tarantulas. The spider managed to dodge most of the swipe, but enough of it managed to hit him in the side of the helmet, knocking it off.

Looking at Tarantulas' face, Sentinel stepped back in horror as he saw the facial features that were hidden before.

"Optimus went offline a long time ago," he said, "You're nothing but a mutated freak."

Before Sentinel could resume his attack, Waspinator landed heavily on the ground between him and Tarantulas,

"Sarge-bot not hurt Wazzpinator's friend." the Technorganic wasp growled, as he transformed and began peppering Sentinel with stinger shots.

"Get away from me, you filthy organic!" Sentinel yelled as he shielded himself from the shots.

Tarantulas laughed as he watched.

"What's the matter Sentinel?" he asked, "Still afraid of bugs?"

Waspinator flew at Sentinel in a charge, but the blue Autobot managed to duck and, with a whack from his shield, sent the wasp continuing out of the room and down through the hallway, where Waspinator collided with Bumblebee.

"Wasp?" Bumblebee gasped in shock, looking up into the bot that had crashed into him. Transforming to robot mode, Waspinator stood up.

"It Waspinator now, Bumble-bot." he said, standing to his full height.

Elita moved to help Bumblebee, when Sentinel's yell cut through the air. Hurrying towards the lab, Elite found the blue bot pinned to the ground, Tarantulas standing on top of him, with his poison stingers piercing Sentinel's plating.

"Let him go Tarantulas." Elita called out, causing the Spider-bot to stop his attack on Sentinel,

"And why should I?" he asked, his four optics set on the femme,

"Because I was the one that caused you to be left behind." she answered, "Sentinel's not the one to blame for what you look like."

"Wrong! What I look like is only the story," Tarantulas said as he stepped off of Sentinel and faced Elita, "What I am is a lot more complicated than that."

00000000000

"So, err Wasp…inator, you look taller." Bumblebee said nervously as he compared the former Wasp's new height with his own, "And you can fly too, that's cool."

"Waspinator mega cool now, thanks to new friend." Waspinator said, looking down at Bumblebee.

"Hey, speaking of friends, I just want to say sorry." Bumblebee said, trying to reach the part of the technorgranic that was still Wasp, "For everything I did and didn't do, I'm sorry."

Waspinatinor hesitated for a moment and then spoke,

"Wasp…forgive Bumble-bot."

Bumblebee gave a sigh of relief, "Really?"

"But Waspinator never forgive!" the wasp mech yelled as he lunged at Bumblebee.

00000000000

"You knew about this?" Sentinel said questionly , looking over at Elita.

Elita-1 looked down shamefully as she answered, "I didn't know how to tell you."

"Oh well thanks for not spoiling anything." Sentinel snapped, "I wouldn't have wanted to be prepared or anything!" Before he could say anymore, the blue mech's mouth was webbed shut.

"Okay, that's enough outta you." Tarantulas said. "I have a experiment to complete and no time for old friends" taking out his axe and started for the hallway Waspinator had went down.

Elite stepped up to block the formor Autobot's path,

"Not so fast, Tarantulas." she said, "I don't know what you're up to, but I'm not going to stand by and let you get away with it."

Tarantulas scowled and punched Elita hard, sending the femme flying back.

"Very well, Elita, let's us finish this."

00000000000

Waspinator swung his arm, aiming for Bumblebee's head.

"Bumble-bot stand still so Wazzpinator can destroy Bumble-bot!" Waspinator yelled at the yellow mech, ducking and dodging his attacks,

"Yeah, I think I'll pass on that!" Bumblebee retorted, ducking under another swing of Waspinator's arm.

At the sound of something hitting the floor, Bumblebee quickly looked up to see Elita on the ground, trying to recover from a kick from Tarantulas,

"Elita!" Bumblebee cried out, rushing over to try and help the Autobot femme.

"What's wrong Elita? I thought you were going to stop me. HAHAHAHEEHAHAHA!" Tarantulas cackled.

"Back off fly breath." Bumblebee said, aiming a punch at the Decepticon, but was blocked as Waspinator moved between them, resuming his attack on the yellow mech.

Elita-1 managed to get to her feet and faced Tarantulas with determination, Tarantulas sneered at her and lunged. Elita ducked and kicked the Spider mech in the back of the leg, causing him to stumble.

Waspinator hesitated for a moment on whether or not to aid Tarantulas, but the wasp soon returned his focus on Bumblebee. The yellow speeder ducked and dodged Waspinator's attacks, but soon found his back against the wall.

Waspinator raised his arm to strike the trapped Autobot when suddenly a sharp pain cut through him.

"Not so tough, are you, freak face!"

Turning round, Waspinator saw Sentinel standing behind him, lance and shield in arm,

"I'd say you've been disarmed Wasp." Sentinel said, picking up Waspinator's severed arm.

Waspinator glared at Sentinel, but soon his mandibles twisted into a smirk. The large chinned bot blinked in confusion when he suddenly felt a finger tapping his shoulder. Turning his head, Sentinel saw the fist of the served arm he was holding, rearing back, before thrusting forward in a punch that connected with his chin. Before he could react, the arm then swung round, hitting Sentinel's midsection, causing him to double over as the arm swings once more, delivering a uppercut to his chin, knocking him to the ground.

Elita, Tarantulas and Bumblebee stared at the unconscious mech in awkward silence.

"Well, I can't begin to tell you how long I wanted to do that myself." Tarantulas said, turning back to Elita, "Now where were we?" he asked out loud.

Elita dropped to a defensive stance and swung her leg out in a kick, but Tarantulas blocked it and punched the femme between the optics. Elita stumbled back and collapsed to the ground out cold.

Tarantulas smirked and turned his attention to Bumblebee and Waspinator. Bumblebee darted left and right as he dodged Waspinator's stinger fire, but soon the technorgnic wasp managed to hit the yellow bot in the chest, sending he tumbling down the hallway back the way he came. Waspinator began to follow after Bumblebee when suddenly he fell to his knees screaming in agony,

"What's wrong?" Tarantulas said, rushing to Waspinator's side, worried for his experiment.

"Wazzpinator don't know!" the wasp mech buzzed, "One nanoklick Waspinator fine, now pain burning through Waspinator."

"It must be the transwarp energy." Tarantulas said after a moment of thought, "When the transwarp pod overloaded, your body absorbed the energy into itself, we have to drain it out of you before it reaches explosive levels."

"But Bumble-bot…"

"You can get him later," Tarantulas snapped, "We need to remove that transwarp energy before it does any permanent damage. Besides…" the spider mech looked over to the unconscious forms of Elita-1 and Sentinel, "I'm sure he'll be beck."

00000000000

Bumblebee shook his head as he slowly got to his feet. The yellow speeder was about to head back to help Elita when suddenly two loud thuds hit the ground behind him. Turning round, Bumblebee saw Grimlock towering over him.

"Intruder!" the Dinobot leader growled, lunging at Bumblebee.

Bumblebee screamed in fright, arms raised as if to shield himself when he was lifted up into the sky.

"Vat are you doing being here?" Jetstorm asked, carrying the yellow bot out of the Dinobot's reach.

"Elita! Sentinel!" Bumblebee babbled out to the blue bot, "They've been captured, we gotta go back!"

"Negative, yellow bot." Jetstorm replied, "Sentinel Minor sir, made specific orders if fellow Autobot is captured by enemy. Fallback to safe distance and plan."

"What? No! We have to help them now!" Bumblebee yelled as Jetfire turned his thrusters to max, "We can't leeeeeaaaaaaaavvvvvveeeeeeee!"

All Bumblebee could do now was watch as the clearance disappear among the forest.

**To be continued**


	5. Predacons Rising part 2

Tarantulas smiled to himself as he strode triumphantly into the room, smirking at chained Autobots that were his former friends.

"Well, it's been a long time, but here we are, old friends together again." Tarantulas said, mockingly as he knelt down face to face with Elita. The femme merely scowled back at the Spider bot.

"Get your servos off of her, you damn dirty organic freak!" Sentinel yelled, catching Tarantulas' attention.

"Oh yes," the tecnhnorganic said, raising to his feet and moved over to the large chinned mech, "Sentinel, after all the years since we last met, I can honestly say I did not miss you one bit!" at his last few words, Tarantulas savagely kicked Sentinel, his boot like foot smashing across the blue mech's chin. Sentinel fell flat on his back from the kick, barely recovering before another kick sent him sprawling again, coughing up mech fluid.

"Even back then, you were always a arrogant jerk." Tarantulas spat as he repeatedly stomped his foot down on Sentinel, "Thinking you were always the better out of all of us. Now look at you. Chained and helpless."

"Leave him alone!" Elita's yell caused Tarantulas to stop, his foot in mid air, "he did nothing to you. He's your friend, we both are."

Slowly, the Spider mech turned away from the bleeding mech and walked towards the femme,

"Friends? We've stopped being friends the day you two left me for dead on that Planet." Tarantulas snarled. In one sudden move, he slammed his fist against the nearby wall, sending tools that Meltdown had placed in the room cascading down all over the floor.

"All my suffering, all my pain, they were you're fault. Like I said before, what I look like I look like is only half the problem."

For the first time since their last encounter, Elita looked into the Tarantulas' optics and to her horror, could see madness staring back.

"Why are you doing this?" Elita asked, returning the stern stare back, "All this time, you've always been trying to get rid of your organic half. Why turn Wasp into a technorganic?"

Tarantulas sneered, "Isn't it obvious?" he said, "If I can turn him back from a technorganic, then I can cure myself."

"You almost went offline the last time you tried to cure yourself," Elita snapped at Tarantulas, "What if that happens to Wasp?"

"Well, I guess that'll just be the price that science asks." Tarantulas answered with a evil smirk on his mouth, "and, if in the end, I can't find a cure, there's still one use in creating technorganics."

Sentinel looked up and stared at Tarantulas in a mixture of disbelief and horror, "Y-you plan to turn us all into mutated freaks, like you."

The spider mech shifted his stare towards Sentinel,

"I've actually put some thought into that action if I need to take it." the former Autobot said, "With Wasps transformation a success, I can create a series of transwarp powered techno bombs which I can then use them to bombard Cybertron and turn everyone into technorganic creatures like me." Tarantulas turned and began to leave, "And then I will no longer be an outcast when everyone are freaks like me."

00000000000

"We have to help Elita and Sentinel." Bumblebee said,

"Yes, but what can we be doing this?" Jetfire said, "the Bug bots have them both locked up tighter then we have the Decepticons."

"Bro is right. There are too many of them for just the three of us to be fighting."

Bumblebee sighed. The twins were right, Wasp's transformation into Waspinator was already bad enough, but Tarantulas also have the Dinobots helping him as well and those three are hard enough to deal with already.

"There must be something we can do to tip the odds." Bumblebee said, "Calling for help will take too long, but…" the yellow mech's optics brightened as he thought of something, "Hold the phone I think I got an idea."

00000000000

Grimlock growled as he stomped in front of the entrance of the lab, he was not happy with the fact that he been beaten by the two jet robots or that they had fled before he could beat them up. The T-rex bot snarled and growled to himself as he heard the sound of movement, turning to face the source of sound Grimlock's optics narrowed as he spotted the jet twins emerging from the bushes,

"Rawrr, Jet robots back, Me Grimlock destroy!" Grimlock roared, charging at the twins.

The jet bots looked at each other and quickly retreated back into the woods, the Dinobot leader giving chase,

"It is working," Jetstorm said, glancing over his shoulder, "The big lizard is following like Bee said he would."

"For our sake, I hope rest of yellow friend's plan works. Before Lizard catches us." Jetfire replied.

Meanwhile, Bumblebee emerged from his hiding place and looked round to see if any of the other Dinobots were near. With the cost clear, the yellow speeder headed for the lab entrance.

"Hold on Elita, I'm coming."

00000000000

"Sentinel…?"

Sentinel raised his head slightly, acknowledging Elita's words, but did not answered.

"Sentinel, I wanted to tell you… in case we don't make it… I wanted to tell you, I should have told you when you arrived on Earth the first time, about Optimus, about what happened after Archna 7, but I thought you would not want to bring the bitter memories back up again. But I want you to know, whatever happens here, that I'm sorry."

Sentinel turned his head towards Elita and glared at her,

"Sorry?" he repeated, repressed rage evident in his voice "Sorry? After all these Stellar cycles, after everything that had happened, all you have to is sorry?"

Elita-1 looked away in shame, unable to look the blue mech in the optics, "Sentinel I…."

"YOU RUINED MY CAREER!" Sentinel yelled, "I had great things planned. I was going to become Ultra Magnus' Second in command, I would have been the next Magnus, but then you ruined it all! You ruined my chance of greatness with only a few words."

Elita let out a small sigh of regret as she faced him, "I did what I had to." she answered, "It was our fault that Optimus was left behind on that planet and what happened to him. I couldn't let you put the blame on him just to protect your career or mine."

"So you had to sell me down the river too?" Sentinel snapped, "You could have taken the blame by yourself, but you didn't."

Elita frowned and looked down at her feet, "You're right. I could have just told Ultra Magnus that I was the one responsible for what happened on Archna 7, I should have agreed when Optimus said to leave the planet. I should have taken all the blame."

Sentinel sighed, "No. you shouldn't have. You were right, Elita, Optimus was a friend and I tried to use him as a scapegoat. And you had it harder then me as well, you were kicked out of the academy while I managed to at lest get a position in the Elite Guard." the blue mech looked away, "Optimus was right, we should have left the planet alone, but I didn't listened."

Elita wasn't sure what to say to Sentinel, but felt she should say something,

"Sentinel, I know I can't change what happened back then, but if we need to accept what happened has happened. Right now, we have to get out of here and stop Tarantulas." Elita looked round, trying to see if she could find anything that could help them escape from their bonds. Her optics soon settled upon one of the tools that had been scattered on the floor due to Tarantulas' outburst. The tool may have been too small to be used as it was designed for, Elita was sure that if she could just reach it she could use it to cut the chains binding her.

"Sentinel," Elita-1 said, "there's a tool that could us free near your left foot. Can you kick it over here?"

Sentinel looked at the tool and shifted his foot slightly and kicked the tool, sending it across the floor towards Elita. Elita managed to turn round enough to move her hand into a position that could pick the now close tool up, curling her fingers round it. From what she could tell it was a cutting tool she had and, using it like a human would use a file, began to cut through the chains holding her. A few minutes and Elita had managed to break the chains o and moved over to help Sentinel.

"Come on Sentinel, let's go."

00000000000

Jetfire and Jetstorm ducked and dived through the trees as they continued to lead the Dinobots away from the lab. Jetfire jumped from one tree branch to another while Grimlock rammed into the trees, knocking them down while Swoop chased after Jetstorm in the air.

"Hey brother," Jetfire said as he somersaulted back out of Grimlock's reach, "these lizards seem to be taking the bait."

"Indeed brother," the blue jet brother replied, turning sharply to avoid Swoop's latest attack, "Bumblebee is able to sneak into the lab now."

Jetfire turned on the spot and blasted the triceratops dinobot with a well aimed blast with his fire abilities, stunning the tri horned best. Jetstorm then landed and aided his brother with a blast of his wind powers, hitting and sending the triceratops tumbling away and out of sight, disappearing into the trees.

00000000000

Scrapper mumbled to himself as he shifted through the oil drums he had scavenged from the flotsam that had drifted to shore after the oil tank had exploded. After being separated from Mixmaster and Dirtboss, Scrapper had to make do with surviving on his own, getting what oil he could.

"Meh, looks like slim pickings today." the Constructicon said, picking up several full drums from the empty ones, "If only I had some help, I could be able to get some better luck on these search."

At that moment, Scrapper noticed something moving among the trees before it came hurtling out and colliding with him.

After a moment of lying dazed on the ground, Scrapper got to his feet to see what had hit him. It was the triceratops Dinobot he had seen during his exploration of the island, yet why the thing came flying out and smacked into him he didn't know, but he had always wanted to get closer to it.

"Err, hey there." the green mech said nervously, trying not to provoke an attack. The Dinobot growled threateningly, getting to it's feet, but the dinosaur based bot soon collapsed, a pained whimper hissing from it's beaked mouth.

"Hey, what's the matter? Are you hurt?" Scrapper asked, moving closer. The Dinobot tried to stand again, but Scrapper could tell it was a just a feeble attempt,

"I won't hurt you," the Constructicon said, he then slowly held out one the oil drums he had, "you want some oil?"

For a moment, the Dinobot watched the drum then took it, drinking the oil inside,

"Okay, now let's take a look at that." Scrapper said, looking at the Dinobot's leg, "Hmm, doesn't look too bad, just a twisted leg joint, easy to fix. In the mean time I'll make sure it heal properly."

The triceratops nodded slowly.

"If you're going to stay with me, you'll need a name." Scrapper continued, "How about Slag?"

The Dinobot growled,

"Okay bad idea, how about Snarl?"

00000000000

"Alright Waspinator, now that we've dealt with those meddling Autobots, let us get on with some important plans that you can help me with." Tarantulas said as he help up one of his lab tools in a innocent manner.

"What Spider bot want Wazzpinator to do?" the wasp bot said, striding over to Tarantulas to see what he was doing.

"Oh don't worry," the Spider mech smirked, "You won't have to do much."

"Hey bug eight eyes! Chew on this!"

Turning round, the two technorganics saw Bumblebee standing in the entrance, electric stingers aimed at them before he began to fire. Tarantulas and Waspinator ducked out of the way, the shorts hit a computer bank against the wall behind them.

"Get him!" Tarantulas yelled to Waspinator as he moved to capture the yellow speeder as well. Waspinator faced Bumblebee and fired several of his own stinger bolts at him. Bumblebee dodged to the right and ran round the lab, moving out of Tarantulas' reach,

"You have to try better then that bug face!" Bumblebee taunted.

Tarantulas narrowed his optics and opened his mouth. Before Bumblebee could react, a line of Tarantulas' web ensnared his leg and he was pulled towards the technoganic spider,

"You're going no way, shrimp!" Tarantulas snarled, "This time you're…" before he could finish, Bumblebee tried to fire at him, but Waspinator proved to have been quicker hit Bee's arm with his own stinger, causing Bumblebee's arm to be knocked aside and his shot hitting the lab's main computer.

"No!" Tarantulas yelled as the computer exploded. Hurrying over to the computer, Tarantulas quickly examined the wreaked computer before he roared in fury.

"RAAAGGHHH! IT'S ALL GONE!" Tarantulas yelled angrily, storming over to Bumblebee and picked him up, "You've just destroyed months of research! You'll pay!"

"Gah, sorry, but I'm a bit short at the moment." Bumblebee gasped as he tried to pry the spider bot's hand off of his neck.

"Oh, I had something else in mind." Tarantulas said, his voice grim as he looked over towards the second of the transwarp pods he had used to transform Wasp into a technocratic, "You're going to replace the research." Tighten his grip, walked over to the pod and tossed Bumblebee into the pod. Tarantulas then began to enter commands into the control console.

"What iz Spider bot doing?" Tarantulas looked over his shoulder at Waspinator, the wasp mech's face showing a mixture of alarm and puzzlement.

"What does it look like you bug brained imbecile?" Tarantulas snapped, "I'm turning him into a technorganic so I can use him as a test subject."

"But Bumble bot iz suppose to pay for what Bumble bot did to Waspinator, not gain the power Spider bot gave Wazzpinator!"

"Will you SHUT UP!" Tarantulas yelled, spinning round to face Waspinator, "I've had enough of your idiotic embracement of these technorganic bodies when we are nothing more hideous freaks!"

"But Spider bot told Wazzpinator these bodies meant power."

"Power? Power? I only told you that lie so you would do as I said. I hate being trapped in this partly organic body, HATE IT! You're nothing more then a lab rat for my experiments in trying to rid myself of my organic half. I couldn't care less if you or him go offline in the process!"

Waspinator was stunned into silence for a moment optics before he narrowed his optics and let out a angry buzz,

"Spider bot not Waspinator's friend… Spider bot used Waspinator, Spider bot will pay!" Waspinator slammed Tarantulas against the wall. Tarantulas let out a small grunt of pain as he hit the wall, but managed to glare back,

"Well, looks like I'll have to deal with you the hard way." Tarantulas kicked Waspinator off of him and drew his axe.

"Hey! What about me?" Bumblebee asked, face pressed against the door of the pod.

"Transwarp pod ignition sequence activated." a computerized voice issued from console, "Transwarp in t-minus 6 cycles and counting."

"I had to ask." Bumblebee gulped.

As the timer began to count down, Tarantulas and Waspinator began their fight. As the two technorganics battled each other, Elita-1 and Sentinel soon arrived.

"Well, it looks like the freaks have turned on themselves." Sentinel said when he saw the two Autobots turned Decepticons fighting.

"That's enough Sentinel, we have to stop them." Elita said "We can't let Tarantulas continue with his plans for Cybertron."

"And how do you plan on doing that?" Sentinel said as he looked over to Elita. Before Elita-1 could answer, a cry of help caught her attention, making her look over towards the transwarp pod,

"Bumblebee!" Elita ran over to the pod containing the smallest member of her team, "Hold on Bumblebee, I'll get you out of there."

"Hurry!" Bumblebee yelled, "This thing is going to turn into bug in the next few cycles."

Elita acted fast and began to try and pray the transwarp pod,

"Sentinel, I need your help." Elita called over to the blue mech. Sentinel however remained where he was, his optics filled with indecision and confusion as he looked to Elita then to the two technorganics.

Meanwhile, Waspinator dodged back from a swing of Tarantulas' axe before lunging to grab the spider bot. Tarantulas ducked under Waspinator's upper arms and threw a punch into the ball joint of Waspinator's shoulder.

Waspinator gave a hiss of pain and stepped back as he tried to recover from the unsuspected blow. Tarantulas capitalised on this to attack again, rising his axe, but Waspinator reacted fast and fired his stinger blast, knocking the axe out of Tarantulas' hand. The axe sprung though the air and hit on the floor, skidding across the floor. Spotting the axe, Elita-1 picked up the axe,

"Hold on Bumblebee," Elita said as she checked her grip on the axe, "and move back." with one movement, Elita swung the axe, smashing the glass like window of the pod's door.

"Now hurry and get out of there."

Bumblebee did as he was told and pulled himself through the broken panel,

"Thanks boss lady," Bumblebee said, giving a sigh of relief, "For a moment, I thought I was going to end up all buggy."

"Don't thank me yet, Bumblebee." Elita said, helping Bumblebee to his feet, "We're not out of trouble yet."

"Elita! Look out!"

Sentinel's sudden yell made the two Autobots looked up to see the back of Waspinator as he's thrown back by Tarantulas. Elita and Bumblebee acted fast and dived out of the way as the wasp mech crashed into the pod. Waspinator barely had a second to clear his thoughts, the transwarp energy from the still active pod began to flow as the sequence Tarantulas had set began to run. The Autobot escapee screamed in agony as the transwarp energy surged through him. The Autobots and Decepticon watched in shock as Waspinator rose to his feet, the transwarp energy visible flowing around him.

"His systems are overloading," Tarantulas said, slowly backing away in worry, "The transwarp energies inside him are building up to the point of explosion!" the spider mech transformed and scuttled out of the lab as fast as his eight legs could move.

"Come back!" Waspinator growled out, pushing past Elita and Bumblebee. Sentinel watched this and tensed as he realised he was standing between Waspinator and his target. Instead of running, the blue mech stood his ground and tried to block Waspinator's path with his shield when he realised he didn't have his shield. Waspinator charged right into him, knocking the large chinned mech to the ground and trampled over him as he cased after Tarantulas.

"We have to get Sentinel out of here." Elita-1 said as she moved to help the blue mech up, his arm draped over her shoulders,

"Just like old times huh?" Sentinel said with a ghost of a grin on his face as Elita helped carry him out of the lab.

000000000000

Jetstorm and Jetfire looked over at the two scorch and beaten Dinobots they had been fighting the entire time since Bumblebee had snuck into the lab.

"Are they look distracted to you, brother?" Jetfire asked Jetstorm,

"The big one… still wiggles a bit." Jetstorm replied.

At that moment, Tarantulas emerged from the lab entrance, but before he could get any further, he is rammed by Waspinator, knocking the spider onto his back while the jet twins watched in puzzlement.

Waspinator stood over Tarantulas and began to charge his stingers to fatal level,

"Now Wazzpinator squish Spider bot." Waspinator said ready to fire when he is suddenly hit by Elita's cutter tool, knocking the wasp's aim off and missing Tarantulas. Looking round the two technorganic saw Elita, Sentinel and Bumblebee standing before them, ready to join the fight against Waspinator,

"This time we're not leaving without you." Elita-1 called out to Tarantulas.

"Wrong! This time I'm leaving you behind." Tarantulas retorted as he got onto his feet and ran for the woods.

"Tarantulas!" Elita called out to the retreating technorganic, but he didn't stop.

"Like we could have trusted him to help." Sentinel muttered as Waspinator turned his attention to the three Autobots.

"Autobots will pay for interfering with Wazzpinator's planzz." the technorganic wasp buzzed angrily, firing two well aimed stinger blasts into Elita and Bumblebee, knocking them to the ground along with Sentinel. The Jet twins reacted at once and leapt to attack Waspinator, but were quickly taken out. With all the Autobots down and on the ground, Waspinator began to advance on Elita-1, Bumblebee and Sentinel, ready to deliver the final blow.

At that moment, Waspinator screamed in pain as the transwarp energy inside began to reach critical point.

"He can't contain the energy." Elita gasped, realising what was happening, "He's about to blow!"

The Autobot captain tried to think what to do when Waspinator is suddenly caught by a web and pulled away from the Autobots. Looking behind Waspinator, Elita saw Tarantulas holding the other end of the web lasso.

"What are you glitch heads waiting for?" Tarantulas shouted, "Get out of there!"

Waspinator shot a glare at Tarantulas and, ignoring the pain burning through his body, shot up into the sky, pulling the spider up with him. Keeping his grip, Tarantulas pulled himself up the web line and grabbed hold of the former Autobot fugitive in a headlock.

"This is going to hurt." Tarantulas thought to himself as he tightened his grip, "but maybe I can contain the blast with some webbing." he then began to spray a series of webbing, surrounding both him and Waspinator.

"Tarantulas!" Elita yelled as she saw this., but before the Autobots could do anything, energy blasted out of the cocoon. Realising Waspinator was about to explode, the Jet twins moved Sentinel out of the range of the blast along with Elita and Bumblebee just as the wasp mech exploded. As the light faded, Elita-1 looked for sign of her former friend, yet there was no sign of the Tarantulas, Waspinator.

"He sacrificed himself to save us." Elita said quietly. Sentinel slowly got to his feet,,

"More like he sacrificed Wasp and used his warp field to bug out." the large chinned mech said as he turned to walk away, "Either way, we're rid of them both."

000000000000

Some time later, after returning to Detroit, Elita and her team were standing outside of Steel Heaven, saying their farewells to Jazz and his team.

"Thanks for everything E1, Sorry we gotta to split so soon, I always dig this planet." Jazz said as he shook Elita's hand

"That is making one of you," Jetfire said with a grin.

"Okay, ease off you two. He's been though a lot." Elita said,

"Never thought I'd hear _you_ sticking up for S.P." Jazz said in surprise

"He's a good bot... even if he doesn't know how to let go of a grudge." Elita replied,

"That's enough now. I can handle the recruits by myself, thank you." Sentinel said, walking down the ship ramp.

Jazz and the twins made their way into the ship while Elita's team headed back to their base, leaving the two former friends alone.

"Listen Sentinel, I want to apologise about Optimus and not telling you about it sooner."

"Well, I guess I'm sorry too. Sorry we ever went to that stupid planet in the first place," Sentinel responded, "but I think we're both too far past for apologises. For all of us."

Elita looked down sadly, knowing Sentinel was right in a way,

"Maybe you're right, Sentinel, but right now, I don't think Jazz could have any bot better then you to watch his back."

"You got that right," Sentinel smiled as he turned to get on the ship, "Take care of yourself Elita."

Elita-1 watched as the shuttle door closed behind Sentinel and the Elite Guard ship rose into the air and took off for Cybertron.

000000000000

Waspinator's parts laid scattered across the ground, his head laid separated a foot away from his body. If anyone was there to see it, they would think the wasp mech was dead, till the pieces began to move.

"Wazzpinator cannot go offline." the wasp-bot growled as he grabbed his detached his and began to drag himself away to find some cover and pull himself back together, "Wazzpinator have planzz."

Tarantulas groaned in pain as he tried to push himself up, looking up into the faces of the group of the curious animals gathered round him. At this, the technorganic came to two conclusions, he had survived the transwarp explosion, which was good, but he been transported to some unknown location, possibly on another planet for all he knew, and surrounded by organic animals.

"Oh, you've got to be kidding me!" the spider-bot muttered to himself as he got to his feet, "Stranded yet on an organic planet again!"

He was furious. His plan had failed, he's possible lost on a alien world million of light-years away from any intelligent life and he had a splitting head ache . Looking round, Tarantulas soon spotted the scattered parts of Waspintor and the trail he had left. Tarantulas considered going in opposite direction of technoganic wasp, but decided against it, heading after Waspinator,

"After all," he muttered aloud, "us technorganics have to stick together."

00000000000

Elita-1 stood outside the Autobots' base, watching the stars up in the sky.

"Hey Boss lady, you alright?" Bumblebee asked, walking out of the base and joining Elita in her star gazing.

"In a way, no." the femme sighed, "I know what Sentinel said is true, that Tarantulas was mostly likely just using Wasp's explosion as a means to escape, but, deep down, I feel that a part of him really did it to protect us from harm, that there's still a part of him that is my friend."

"Too bad you may never know now." Bumblebee said.

Elita-1 was quite for a moment and looked up at the sky once more, "I'm not going to give up yet, Bumblebee." she said, "He's still out there, somewhere. I'll find him and bring him back."


End file.
